Kunelius v. Town of Stow, No. 08-2393
In plaintiff's breach of contract action against defendants involving a town's exercise of its statutory right of first refusal (ROFR) to purchase plaintiff's forest land and subsequent assignment of its right to a nonprofit conservation organization, summary judgment for defendants is affirmed where: 1) the liquidated damages provision applies to defendants, as the holder of an ROFR must meet all of the terms and conditions of the offer, including subsidiary terms such as the liquidated damages clause at issue; 2) the liquidated damages provision is enforceable; 3) district court's summary judgment with respect to a Chapter 93A claim, the business-to-business provisions of the consumer protection statute, was properly granted to defendants as Chapter 93A is not applicable where a nonprofit defendant is acting in furtherance of its core mission; 4) plaintiff's challenge to the district court's conclusion that she did not plead a violation of the covenant of good faith and fair dealing in her complaint is rejected; and 5) plaintiff's remaining claims are rejected as meritless.
Appeal from the United States District Court for the District of Massachusetts
Decided November 9, 2009
Opinion by Howard, Circuit Judge
For Appellant: Michael C. McLaughlin